Changes to the Companies Act which will take effect in early 2018, will seek to align the timelines for holding AGMs and filing annual returns with the Financial Year End (FYE) for listed and non-listed companies, as well as exempting all private companies from holding AGMs, subject to specified safeguards.
Aligning the Timelines for Holding AGMs and Filing Annual Returns
This amendment aims to simplify the process of ascertaining/determining deadlines for holding AGMs, as well as filing annual returns, which are currently subject to change every year according to various criteria. The proposed new deadline will now be set to the same date annually by aligning the timelines with companies’ FYE.
The following table outlines the new timeline for holding AGMs and filing of annual returns:
From the first half of 2018
Holding of AGMs
(a) Timeline 1: Hold first AGM within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months
(b) Timeline 2: Financial statements tabled at AGM must be made up to a date within 4 months (for listed company) or 6 months (for any other company) before the AGM date.
For listed companies:
Hold AGM within 4 months after FYE
For any other company:
Hold AGM within 6 months after FYE
Filing of Annual Returns
For companies having a share capital and keeping a branch register outside Singapore
• File annual returns within 60 days after AGM
For other companies
• File annual returns within 30 days after AGM
For companies having a share capital and keeping a branch register outside Singapore:
• File annual returns within 6 months (if listed) or 8 months (if not listed) after FYE
For other companies:
• File annual returns within 5 months (if listed) or 7 months (if not listed) after FYE
Annual return can be filed only:
• after an AGM has been held;
• after financial statements is sent if company need not hold AGM; or
• after FYE for private dormant relevant company that is exempted from preparing financial statements.
In order to prevent arbitrary changes of their FYE by companies, the following three (3) safeguards will be effected:
- Companies are required to notify the Registrar of their FYE upon incorporation and subsequent changes.
- Companies are required to apply to the Registrar for approval to change their FYE if the change in FYE will result in a financial year longer than 18 months; or if the FYE was changed within the last five (5) years.
- The duration of a company’s financial year must not exceed 18 months in the year of incorporation, unless otherwise approved by the Registrar.
Exemption of All Private Companies from Holding AGMs
Private Companies will be exempt under the Companies (Amendment) Bill 2017 from holding AGMs, should they send their financial statements to members within five (5) months of their FYE.
The following two (2) safeguards will be effected, so that private companies will still need to hold:
- An AGM, should any shareholder request for it not later than 14 days prior to the end of the 6th month after the FYE;
- A general meeting to lay financial statements if any auditor or shareholder requests for it not later than 14 days after the financial statements have been distributed.